The Rainbow Factory begins
by Dante K. Freeman
Summary: An extra from my other Sonic/MLP story, Sonic the Stallion. When Fluttershy and Tails are sent to Cloudsdale in search of one the chaos emeralds brought to Equestria, they find themselves tossed into a nightmare, when they find out, just where the emerald was taken.
1. Within factory walls

** Just what happened to Fluttershy inside of the Rainbow factory? (event inside ****Sonic the Stallion) ****this story tells just that. Warning, it may change your image of the rainbow factory, beware.**

**Disclaimer:**

**My Little Pony is property of the Hub and Hasbro**

**Sonic the Hedgehog is property of Sonic team and Sega**

**Now to the story…**

_ Pre: Tails and Fluttershy make their way into the Rainbow factory and find out just what kind of place it is._

* * *

Chapter 1: **Within Factory Walls**

The Rainbow Factory has always been shrouded in such mystery. No one outside of those walls knows just what goes on the inside (they wouldn't want some other ponies taking there methods would they, not that any-pony would). The only indication that any-pony is in the factory at all has always just been the massive amount of rainbow resonance that comes out of those side pipes. Any-pony that works there has been sworn to secrecy, and nopony else has ever dared to go inside unattended, until today of course.

Around the edge of the building walked the little fox, Tails, newly changed since he entered Equestria. By his side was the pegasus Fluttershy, still a little unsure that she even wanted to be anywhere near the factory, let alone go inside.

"Alright," said Tails, "There has to be another way inside, somewhere. I doubt that there just going to let us come in the front door."

"Miles," Fluttershy whispered, "are you sure that we have to do this. I mean, do we really, really, have to go inside there," Fluttershy kept looking up at the factory walls, and the more she did, the more terrified she made herself feel.

"The worker pony brought the emerald inside of the factory, so we really don't have much of a choice," Tails answered, "why?"

"It's just, I mean, I've never really been inside the factory myself, but some of the things that I've heard about it are just a little… scary."

"Scary? How scary can a place that specializes in making rainbows be (I still don't get that), where did you hear these things exactly?"

"I just heard them from some-ponies around Ponyville."

"Well do they work at the factory?"

"I don't think so, but from what I've heard, some-ponies think that inside, the workers could make the rainbows colors… by taking…"

"Fluttershy, listen, anything bad that you've heard about this place are probably just a bunch of rumors. People… or ponies, will say anything about things that they don't know about, you can't just believe everything that you hear." Tails words didn't seem to be calming Fluttershy very much, "Besides, if anything bad really is going on in, I'm sure we can handle it."

"Are you really sure?" Fluttershy, was still a bit uneasy

"I'm positive, just stay close to me, and I promise that everything will be just fine, trust me."

Fluttershy was finally beginning to calm down, much to Tails pleasing, "Ok, I trust you."

"Good now…," as Tails continued to scan the building, he finally found just what he was looking for, "ah, there," Tails drew Fluttershy's attention to a single 'employee only' entrance on the side of the building, "That's our way inside, come on," Tails heads to the door.

Fluttershy followed close to Tails back, like he had instructed; just a little surer that things weren't going to go completely, catastrophically, unimaginably wrong. (That's what she thought anyway)

* * *

Tails and Fluttershy were able to keep out of sight as they worked their way through the inner workings of the factories corridors, looking inside of room after room for any sign of the emerald.

"It has to be around here somewhere," Tails said with a little, absolute irritation in his voice.

"Miles, couldn't we have just brought Twilights Looking-glass with us?" Fluttershy pointed out, "that's how the girls and I found the blue emerald in Zecora's hut."

"Well…, the thing is, Twilight's looking-glass, was kind of… disassembled."

"What?"

"I was trying to make an improved version of it, but I didn't have enough time to finish it, so we're just gonna have to use our own eyes." Fluttershy had a look on her face that said 'nice going genious,' "come on, we already know where it is, all we have to do is find it, how hard can that be." Tails and Fluttershy kept looking through the factory, until they eventually got to the factory core.

"All right, this must be the factory's center. If the emerald is anywhere, it…must be…here." Tails said while going into shock.

"Miles," Fluttershy said in concern, "are you ok? What's going… oh…my dear Celestia."

She couldn't believe what she was seeing either.

It's…beautiful," Tails said as he looked on at the intricate workings of the factory. At the factories top was a hanging crystal, refracting a light beam coming from a magnifying glass-like skylight, creating six colored beams of light (do I really have to tell anyone the colors of the rainbow). Around the factory's work area stood dozens of worker pegasi, upon hanging walkways or on the ground, within what looked like a large maze of multi-colored light rays bouncing off of mirrors across the walls and sealing. On the ground, laid a massive, spherical-machine, where the ends of each beam of light seemed to enter through six separate panels. The machines lower half had six massive pipes that let out the six resonance colors into long basins leading to the outside. On the basins edge stood more pegasi looking closely at the flowing resonance, probably searching for any impurities.

"This place is amazing, and…very colorful," Tails said, looking at the factories layout in wonder.

"So this is how they make the rainbows around Equestria," responded Fluttershy

"I still don't get why any-ponies would have to make artificial rainbows, but the way they do it is remarkable. Turning the light waves into pure liquid molecules is genius, I have to remember that for when I get back to my lab."

Fluttershy started to snicker at Tails thought, until she noticed something in the distance. "Miles," she got his attention, "Look up there," Fluttershy pointed her hoof up to the top most walkway, just under the suspended crystal, were a black pegasus, with a spiky-white mane, was walking with the red emerald in his hoof.

"That's the worker, and he's still got the emerald," Tails pointed out

"Okay, well I guess we just have to go get it then," Fluttershy tried to fly up to the walk-way

"Hold it," Tails stopped her before she got too far, "remember, we can't let them know that we're in here, that's kind of an important part of sneaking in."

"But if we can't be seen, how are we supposed to get the emerald out of here?"

"We… I, I don't know, just give me a minute I'll think of something." Tails looks back at the walkway while he tries to find a way to sneak the emerald out of the factory.

* * *

On the top walkway, the pegasus with the emerald takes it to another pegasus with a bright red coat and straight brown main who was standing under the refracting crystal.

"Light!" the red pegasus shouted as he noticed the black, "there you are, what took you so long."

"I'm sorry boss," Light responded.

"Is that it?" the boss pointed to the emerald in Light's hooves, "damn it Light, can't you even do the simplest task."

"What you mean? I did exactly as you ask," Light was both scared and unsure of what his boss could mean.

"I told you to grab a refraction crystal to replace this one," the boss draws attention to crystal, noticeable worn from being under such intense heat for such a long period of time, "how in Tartarus are we suppose to run the machine on that?"

"We were out of refractive crystals sir, but then I spotted this in the town square. I know that rubies don't refract the light we need, but this one seems different, let's just try it."

"For your sack you had better be right, go plug it in."

"Yes sir," Light worked his way to the crystal.

* * *

Fluttershy and Tails kept watching the walkway without being spotted by any-pony. "What are they doing up there," Fluttershy asked as the pegasus began to exchange the crystals.

"It looks like… oh no," Tails said, knowing just what was going on, but not what was gong to happen next.

* * *

Light removed the worn crystal and held the emerald up to the light, letting it shine its light before he could even place it. The light emanating shined right into his eyes and Light could feel its influence over him. "Light, what are you doing, just place the gem already, and get back to your post," the boss shouted, but Light was too deep into the emerald to care. As his eyes were glued to the emerald, they began to lose their color and faded into a dark, empty, black. "What's wrong with you? Are you trying to assure that this factory has no resonance to work with?"

"No resonance," Light finally spoke up, "That's not possible… the resonance is everywhere, it can never be lost," Light soon noticed a pile of thin rods leaning on the railing to his side.

"Radiant Light, what in Tartarus are you talking about?"

"The resonance," Light grabs one of the thin rods, "It's all around us, in everything, and… in every-pony."

"Are you insane? Just place the damn ruby and get back to your station before I…" the boss was interrupted by the sensation of the rod being shoved clean through his collar bone. "Ugh…" as the boss began to slowly bleed out, Radiant Light just stood there and smiled hard as he shoved the rod farther and farther into his ex-boss.

* * *

_Next chap: there's a reason that this story is rated M_

** This story is of a single event so it won't be that long, but expect it to get kind of messy (and again, Sonic the Stallion, unless you want to be completely lost in this story). This story will be completed before the weeks end.**

**Until Then… **


	2. Where fears and horrors come true

**The next of this three part story, I'm going to try and post these before the week is over, but I won't let speed affect my writing so there might be some delays. **

**Disclaimer:**

**My Little Pony is property of Hasbro and the Hub **

**Sonic the Hedgehog is property of Sega and Sonic Team **

**Now to the story…**

_Pre: Fluttershy has already been scarred by the sight before them, but their not done yet. The two still have to find a way to get that emerald and escape._

* * *

Chapter 2: **Where Fears and Horrors Come True**

"What…" is all Fluttershy could say as she watched the gruesome sight, but Tails had nothing to say at all. The rest of the workers had heard the commotion above and turned toward it, only to be greeted with the sight of their boss on his knees while another pony was stabbing him through the chest (not that a lot of them hadn't thought of doing the same, their boss was an ass).

"You have all been blind," Light shouted to the crowd below, "using the light from the sun to create our resonance. Such resonance is as unreliable as its source, and its leader." The ponies shock grew as they heard this obvious shot at their ruler, princess Celestia. "It left us blind to the purist source of resonance of all, see it now," he lifted the emerald in his hoof as its light began shining again, and as it shined on the body of the boss, a strong yellow aura began to shine from the dying corpse. Light used the emerald to guide the aura through the normal path of yellow light beams, all the way to the converter. From the yellow pipe, came out a shining yellow resonance, more brilliant than any before it, and they all noticed right away. "This is our source that we were just too blind to see, but this has opened my eyes," he lifts up the emerald, "is it not our very job to gift our fair land with the greatest of light, of color, of resonance as we can. We can not stay blind any longer," Light walked the emerald over to the crystal stand, "Let it open your eyes as well!" He places the emerald, letting the light beam shine through it.

"Fluttershy!" Tails called as he jumped onto her back

"Miles," Fluttershy says in wonder, "what're you…?" Tails places his Tails over Fluttershy's eyes.

"Keep your eyes closed, don't look," they shut their eyes as the light from the emerald quickly filled the room. Those who did not look away in time, found it impossible to look away at all. All of their eyes were soon swallowed by the light and turned from their natural colors, to a pure and empty black, just like that of their 'awakener.'

"A shame, it seems that not all of you wished to open your eyes. Well then, it looks like we have our first sources already. Equestria shall not be robbed of its pure resonance." The possessed ponies started to look towards the normal ones, with the same crocked smile as Light. A small giggle could be heard mixed with the whimpers as the possessed started to walk closer, and closer.

* * *

"Miles, what's going on? Can I open my eyes yet?" Fluttershy said as Tails kept her eyes shut.

Tails had his eyes open long enough to see what was going on, and knew just what was coming next. "No," he said, "Fluttershy, just keep them closed. Don't watch this." Fluttershy listened and didn't open her eyes, even when Tails finally uncovered them. It wasn't long before she could hear it, the sound of ponies screaming, mixed with what she just assumed was the sound of twigs snapping and water splashing on the floor. She just didn't want to admit to herself, what it really was. "Come on," Tails said as he grabbed her hoof and started dragging her away.

"Miles…"

"Trust me, just follow me, and don't open your eyes," Tails said without stopping.

Fluttershy listened, she didn't open her eyes, but she could still hear everything that was happening. She heard the sounds of ponies crying out in pain, metal slashing on metal, tears, snaps and the laughing… that laughing. Fluttershy kept trying to block it out, she didn't want to know what was going on behind them, but no matter how she tried, the noises just wouldn't stop. Her only comfort was the feeling of Tails paw pulling her through the halls, guiding her were to go, just hoping that he could keep them safe. She soon felt him practically toss her to the ground right before she heard the sound of a door slam, her only comfort was fading.

* * *

"Fluttershy…" Tails tried to get closer to her, but she wouldn't let him.

"No!" she screamed as she just tossed him away. She still did not dear open her eyes.

"Please Fluttershy," he tried getting closer again but she just kept trying to keep him away, "Fluttershy!" he finally pinned her down. "Just calm down, it's alright, you can open your eyes now."

She hesitated, but slowly began to open them to see that she and Tails were sitting inside of a small closet. "Miles," Tails let her up, "What… what is going on?" Fluttershy's whole body was trembling at this point.

"It's alright Fluttershy," Tails tried to calm her down

"But, that pony, all of that screaming, all those…all those…." she started to cry

"Fluttershy," Tails placed his paws on Fluttershy's cheeks, focusing on her eyes, "listen to me, things are just going a little worse than what I thought, but I swear to you, I'm going to get us both out of this alright. I'm not going to break my promise. Please just trust me." Fluttershy could calm down a little after what Tails said. Once he saw that she was calming down, Tails turned toward the door and began to open it.

"Wait, what are you doing," Fluttershy was freaking out again

"I'm keeping my promise. I'll be back as soon as I can. Just stay here until then, and no matter what, don't open this door for any-pony, okay," Fluttershy nodded her head, "good." Tails left the room and locked it, so no one could get in, but him.

* * *

Fluttershy waited for what felt like hours. She heard a few ponies pass the room, but paid them no mind, she stayed put, and waited. Eventually she heard the sound of some-pony trying to get the door open, and could feel her heart skip a beat. When the door shot open, she tried to let out a scream, but a familiar paw covered her mouth before she could.

"Calm down, it's me," Tails said with his paw still on her lips.

"Miles," Fluttershy said in relief, after Tails let go of her mouth of course.

"I told you I would be back," Tails said as he closed the door.

Fluttershy was happy to see him, but she was having trouble showing it when she noticed that he was covered from head to Tails in blood. His body was badly beaten, and it looked like he was having trouble just trying to stand. "Miles," she finally said, "you're hurt. Who did this to you? What happened?"

Tails ignored the question and reached into the saddle bag that he had come in with and pulled out the red emerald, "I got it."

"The emerald," Fluttershy looked at the magnificent jewel.

"Yes, now we only have to get out of here as soon as possible." Tails grabbed her hoof again and walked her to the door, "and Fluttershy…"

"I know, just keep my eyes closed, right?" Fluttershy said, a little annoyed.

"…I swear, I'll explain later, but for now…," Fluttershy closed her eyes again, "thanks." The sound of the door got her attention, "lets go," Tails dragged her again.

* * *

It was quiet for a time, until the two came to a sudden stop, "Damn!" Tails shouted as he dragged Fluttershy in the other direction. "Get back here," another pony's voice shouted as the sound of the ponies flapping their wings as they chased caught Fluttershy's attention now. Soon the flapping was added by the sound of ponies screaming, like before, but it was different this time, more sequenced.

"Fluttershy…" Tails yelled

"I know Miles," Fluttershy was defiantly annoyed by now, "'don't open your eyes,'" Tails didn't bother finishing now, but Fluttershy just couldn't take it anymore. It took only seconds of hearing the screaming before she just had to see what was going on, and she quickly regretted it.

The once beautiful Rainbow Factory was now a place of horror. Pony blood stained and flooded the floors and walls of the room; the workers, who were still alive at this point, had been chained and hung by their front legs to the very walkways that they once worked on, while the possessed continually stabbed into them with the same steel rods as before. They didn't let them die, but they defiantly made them wish for it. The only thing not completely horrid was the multiple colors of resonance that were still being collected in the basins, even without the emerald guiding them.

The sight was too much for Fluttershy, making her stop flying and taking Tails down with her, "Fluttershy," Tails yelled, "what are you doing?" they slowed enough for the two pegasi, holding the speared rods, to get close enough to strike them, but Tails was able to push Fluttershy out of the way in time. As she fell, Fluttershy noticed that she couldn't get her wings out and eventually landed into a large, shallow, puddle of blood, knocking her out.

* * *

When she woke up, she could see Tails in the sky, fighting off the two pegasi alone. She tried to fly up to help him, but after standing up, she noticed the damage. Physically she was fine, but now, she was covered, from head to hoof, in pony-blood too. For some-pony so innocent, it was petrifying and she found it impossible to move anything. Tails noticed Fluttershy below, quickly knocked down the guards, and flew to her.

Tails screamed "Fluttershy" as he landed in front of her, but she didn't respond. "Fluttershy, snap out of it Fluttershy," he screamed again, but this time she heard him.

"…I….you…" she found that it was hard to speak. She didn't know what to do.

"Fluttershy we have to leave," Tails flew onto her back, "now!" She still couldn't move, and the guard pegasi were starting to get up. "Listen to me," Fluttershy listened as Tails spoke, "I was wrong, things has gone much worse than I had expected, but one thing still remains, Look at me!" Fluttershy moved her head toward Tails, "I will, get us out of here alive, I will not break my promise to you, but I need your help." The pegasi were up and flying, "Fluttershy, you have to fly now!" Fluttershy looked deep into his eyes, "please!"

The pegasi had finally reached them and tried to attack, but Fluttershy flew out of the way before they could hit. Fluttershy was flying again, but it didn't take long for the pegasi to start catching up.

"I… can't fly fast enough," Fluttershy said in fear.

"Yes you can," Tails said with confidents, "trust me." Tails started to twist his Tails while hooking onto Fluttershy's sides, increasing their speed so much that she had to flap faster to keep balanced.

"Wow," she was admiring her new speed, "I've never gone this fast."

"Quick, up there," Tails said while pointing to the sky light, "that's our way out."

"Right," Fluttershy didn't question and arched straight up, giving a confident, Rainbow Dash smile as she flew to the window.

"Alright, brace yourself." the two smashed through the roof of the building and made it out of the Rainbow factory, but the pegasi tried to follow them still. "Oh no you don't," Tails took a pair of colored glass bulbs out of his saddle bag and tossed them at the pegasi. As they went through the new hole in the hoof, the bulbs hit the pegasi square in the heads, blasting the colored resonance within them all over their faces. They both started to flail around in pain as their skin began to burn, forcing them to head back to the Factory.

* * *

"Wow," Fluttershy saw what Tails did with the pegasi, "What were those things."

"Resonance bombs; I had a lot of time in that factory," Tails said with some pride in his voice, "but that's not important," he snapped out of it, "Are you okay?"

"I'm fine," Fluttershy didn't have more than a few scratches from the skylight breaking, "but I'll feel a lot better once we can put this whole 'adventure' behind us," she said with seriousness in her voice.

"…Fluttershy, I'm sorry how things turned out," Tails tried to apologies.

"…Lets just get back to Canterlot," Fluttershy said coldly, while the two continued to fly with Tails increasing Fluttershy's speed, trying get as far away from this adventure and the Rainbow Factory as they could.

* * *

_Next chap: they get to relax, by doing something even more stressful._

**Two of three down, I hope you enjoyed it, Leave a comment if you did. The next should be out by the weeks end.**

**Until then… **


	3. Some relaxation, sort of

**It took longer to finish this than I expected, sorry. This is the final chapter of my short story, Time for a little fun. **

**Disclaimer:**

**My Little Pony is property of Hasbro and the Hub**

**Sonic the Hedgehog is property of Sega and Sonic team**

**Now to the story…**

* * *

_Tails and Fluttershy have finally retrieved the emerald and returned to Canterlot castle, but there seems to be some tension present._

Chapter 3**- some relaxation, sort of**

After hours of almost none stop flying, Fluttershy and Tails finally arrived back to Canterlot castle. They landed near the entrance where they were greeted by two guards holding them at spear point.

"Halt, state your business," one of the guards said.

"I'm so tired of spears being pointed at me," said Fluttershy as she started marching toward the guards. (Completely pissed off, if that wasn't obvious)

"Fluttershy," Tails stepped in front of her, to protect the guards, "we're Tails and Fluttershy; here to see the princesses Celestia and Luna," Tails said as he took the emerald out of his saddle bag and held it to the guards. They recognized the two as friends and began to lead them into the castle.

"Fluttershy, you have to stay calm," Tails stated

"That's a little difficult for me to do when I'm covered in blood Miles," Fluttershy responded, very violently. "Is it always like this for you and Sonic on these hunts?"

"It's not always this bloody," Tails responded, "but the stakes are always the same; me and Sonic get the emeralds before some maniac, or innocent people and ponies suffer for it, and we don't always make it in time," Fluttershy calmed down when she realized just what Tails and Sonic go through. "It's no big deal, things always turn out for the better in the end, and that's all that really matters," Tails said, but Fluttershy, could hear how he really felt by his tone.

* * *

The group finally arrived at the castle throne room after minutes of walking. The two escorting guards walked ahead to the princess, while Tails and Fluttershy waited behind.

"Princess," said one of the guards, "I am pleased to inform you that the pegasus Fluttershy and the fox Tails have arrived."

"Looks like it's about time for us to make our entrance," Tails said, still waiting to be invited in.

"I hope they won't be too scared of our… appearances," Fluttershy said, looking at her blood covered body.

"They'll be fine; I was told that you and your friends were very strong, and from what I saw back at the factory, I have to agree."

Fluttershy blushed, "thanks," she said

The guards returned from the throne room, "They are ready for you, you two may enter," said one of the guards.

"Thank you," Tails said as he and Fluttershy walked past them. "Let's see just how strong our friends really are," Tails said to Fluttershy, and she nodded in agreement.

* * *

The two walked into the castle throne room to see that every-pony was already waiting for them, excluding a few friends.

"Oh, Tails," said Sonic (in his new pony form), "great to see that you guys made it back. So how was the… what the…" he finally noticed the state that they were in.

"Oh my…," Twilight, standing next to Sonic, was even more surprised than him.

The meeting went on as expected, the girls (well most of them) circled around Fluttershy in concern, Tails and Fluttershy assured them that they were ok, and Pinkie Pie turned the whole situation into a party.

"What the," Rainbow cried as Pinkie Pie fell from the ceiling followed by a bunch of party favors, "Pinkie Pie, where did you come from?"

"Oh, well I'm pretty sure that when my parents wanted another daughter they …"

"Not that!" Rainbow stopped Pinkie before she went any farther. (Thank Celestia)

* * *

As they discussed their party planning, Sonic walked over to check on his friend. "So Tails," Sonic said, what exactly happened at that Factory anyway? We've been searching for the emeralds for years, and it doesn't usually get so…bloody," Sonic asked.

"Let's just say, the emeralds power seems to affect the ponies here a lot like it affects the people in our world, peaceful or not," Tails said with a concern for the land.

"Well that's to be expected I guess," Sonic was a little upset by the answer, "well look at the bright side."

"What bright side?"

"You seemed to score some major points with that Fluttershy girl," Sonic said with a devious tone.

"Points?" Tails was confused

"Saving her life; playing the big hero, and you know that the hero always gets the girl."

"Wait what?" Tails was getting it now, "Sonic I wasn't…"

"…Tails, what do you think?" Celestia interrupted the conversation.

"Huh…," Tails remembered that they were talking about a party on the side, "oh, I don't mind, and she does have a point. As fun as that adventure was, a party does sound like a good time." He didn't really know what he was saying. Tails was just agreeing with the last thing that he heard.

"I heard that," Sonic agreed

"Sounds good to me," Rainbow agreed

"Well girls your thought's?" Celestia started to address the other girls.

"Rainbow, were you there the whole time?" Sonic forgot that he was originally standing next to her.

"Um, you don't think she heard the whole conversation, do you?" Tails whispered to Sonic.

"He's right you know," Rainbow leaned toward Tails, "the hero does usually get the girl." she whispered.

"Yes, I think she heard." Sonic whispered to Tails. (None of them can whisper)

"Alright, then it's settled," Celestia said. Tails snapped out of the conversation to see that they were done with the 'debate.'

"Let's Get This Party Started!" Pinkie shouted as she launched herself into the air with enthusiasm

"But first, Tails, Fluttershy," Celestia addressed the two, "you two might want to wash; it's starting to smell like a morgue in here."

Tails sniffed his fur and had to agree, "Huh, right, no problem." Both Tails and Fluttershy left the room to get a much needed shower. Rainbow and Sonic both watched the two as they left.

"(Go get her Tails)" Sonic thought.

"(Try to behave you two)" Rainbow thought.

* * *

One of the two guards from earlier led Tails and Fluttershy to the castles wash room.

"I hope you will find these to your liking," said the guard. "Feel free to use any cleaning implements within this room that you wish. Now if you excuse me, I must get the food for the princess's party. (Sweet Luna please let me remember to get the cake.)" The guard left the two to their own.

Tails looked at the shower in the room; it had to be about the size of his entire bathroom back home. He couldn't help but think back to what Sonic and Rainbow Dash were saying. The thought caused him to take a good, long, look at Fluttershy. The more the little fox looked at her, the more he started to think, "(I really need to get out of here)."

"Uh… you can use it first," Tails finally said, "I'll just wait outside," he started to leave.

"What do you mean 'use it first?' Wouldn't it be faster if we just took our showers together?" Fluttershy asked.

"What?" Tails didn't expect to hear that from her.

"I'm mean, we both do really need this shower, and we can save time if we take one together."

"Well I don't know (there is no way in hell I'm doing that)"

"Come on," Fluttershy said as she grabbed his paw and headed to the wash area.

"Wait, Fluttershy, I really don't think…," Tails tried desperately to get away, but Fluttershy is surprisingly strong.

"The sooner we wash up, the sooner we can get back to the party right?" Fluttershy said with innocence in her voice and a smile on her face, "so come on; it'll be fine."

"But, but… (Sonic, you are so dead when I get back.)" Tails thought as Fluttershy dragged him into the shower, against his will, to be clear.

* * *

"(It's alright, it's just a shower, nothing else,)" Tails thought as he and Fluttershy began to wash off all of the blood staining their bodies. Tails tried very hard not to look behind him, were Fluttershy was. It's not like she looked any different from how she looked since they got to Equestria, but somehow, it felt… wrong to him. A few minutes into the shower, Fluttershy's curiosity got the better of her and she just had to ask Tails what had been on her mind since they got back.

"Miles," Fluttershy said in a low whisper.

"Uh…" Tails was completely uncomfortable, "uh, yes."

"I need to ask you something, and I want you to be honest with me." Tails was scare of the question, "back in the factory, after I fell, I saw you. You were fighting those two workers at the top of the Factory. They were really trying to kill you, weren't they?"

"Yeah, I'm pretty sure that they were," Tails calmed himself.

"How did you do it?" Fluttershy said as she turned toward Tails, a concern in her voice.

"How did I fight?" Tails turned too, still uncomfortable at the sight.

"When I saw the factory; all of those poor ponies, I couldn't even move. How could you fight in that situation?"

"I guess I'm just use to it is all." A tear started rolling down Fluttershy's face, "Fluttershy, what's wrong?" Tails tried to comfort her

"You said that you heard that my friends and I were so strong, but when you needed help, all I did was stand there, I didn't do anything...and those ponies… they." She lowered her head, completely in tears now.

"Fluttershy, if it wasn't for you, I probably wouldn't have gotten out of there either. You saved me and those ponies. When we got the emerald out the factory, every-pony should have just gone back to their old selves."

"No, you saved me," Fluttershy looked up at Tails, "if I was there alone, I would have died."

"The same goes for me. So we saved each other, let's just say that, ok?"

Fluttershy smiled again, "ok," her tears started to fade. "Then thank you being there." Tails smiled with his eyes closed. Before he opened them, he felt Fluttershy give him a quick kiss on the cheek. When Tails opened his eyes, he found it hard to do anything else.

"Miles," Fluttershy called. Now Tails was the one who couldn't move. Fluttershy gave a smile and a giggle before she, and eventually Tails, went back to washing.

* * *

After finishing, Tails and Fluttershy started to head back to the throne room, where they could enjoy the rest of the day the right way.

"With a crazy Pinkie Pie Party, Woohoooo," yes with a crazy pink… (Not in this story too). Yes, they enjoyed the day at Pinkies party, as Pinkie Pie pointed out, and tried to relax until the next time that one of the emeralds reared its destructive head.

_The End, I hope you enjoyed._

* * *

** That's the end of Tails and Fluttershy's trip to the Rainbow Factory. Remember, this was only a side story. To get the whole story, you'll have to look up my MLP/Sonic cross over (Sonic the Stallion), weekly uploaded chapters. I hope to see some new reviewers there.**

**Until then…**


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